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I am a director (2 directors in company) and a 25% shareholder

Customer Question

I am a director (2 directors in company) and a 25% shareholder with the other director holding 75% we are not on amicable terms and currently even after repeaded requests to let me see the accounts this has been ignored.
I got an email a while ago if i was happy for the other directors partner to also be made a director this i disagreed to (I know they can call a shareholders meeting and over rule me anyway) I have now had an email saying they are holding a meeting (It does not say what sort of meeting) in Monaco to give to her partner approxametly half her stock.
My questions are
How do i get them to release the accounts?
Are they allowed to hold the meeting in Monaco in their own home? (Its a britsh company)
As the agender says only about the stock can they also hear about making the partner a director too without it being on the agenda?
Is there any reason why they should be doing this as i can not see any advantage of doing this as with the 75% the director can overrule me anyway so what are they trying to do?
Submitted: 2 years ago.
Category: Law
Expert:  Ash replied 2 years ago.

Alex Watts : Hello my name is Alex and I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply, but rest assured I will be giving your question my immediate attention upon return You do not need to wait here as you will get an email when I reply. !
Alex Watts : What do the memorandum and articles say about meetings etc please?
Customer :

8.1 Artide9 oftheModelArtidesshallbeamendedby:

8.1.1 insertingthewords'eachofbeforethewords'thedirectors';

8.1.2 byinsertingthephrase'(includingalternatedirectors),whetherornotheisabsentfromtheUK,'afterthewords'thedirectors';

      1. by inserting the words 'subject to artide 9.4' at the beginning of article 9(3) of the Model Artides; and

      2. by inserting the words 'prior to or up to and including' before the words 'not more than seven days' in article 9(4) of the Model Articles.

  1. Chairman's casting vote at directors' 1neetings

9.1 Artide13(1)oftheModelArtidesshallbeamendedbytheinsertion ofthewords'atameetingofdirectors'aftertheword'proposal'.

9.2 Article13(1)oftheModelArticles(asamendedbyArticle8.1)doesnotapplyinrespectofaparticularmeeting (orpartofameeting)if,inaccordancewiththeartides,thechaitman orotherdirectorchairingthemeetingisaconflicteddirectorfor thepurposesofthatmeeting(orthatpartofthatmeetingatwhich theproposalisvotedupon).

  1. Quorum for directors' meetings

    1. Subject to Artide 10.2, the quorum for the transaction of business at a meeting of directors may be fixed from time to time by a decision of the directors but it must never be less than two directors, and unless otherwise fixed it is two. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum. If and so long as there is a sole director, he may exercise all the powers and authorities vested in the directors by these articles and accordingly the quorum for the transaction of business in these circumstances shall be one.

    2. For the purposes of any meeting (or part of a meeting) held pursuant to Article 11 (Directors' conflicts of interests) to ai..1thorise a director's Conflict, if there is only one non-conflicted director in office in addition to the conflicted director(s), the quorum for such meeting (or part of a meeting) shall be one non-conflicted director.

Customer :

PART 4

DECISION-MAKING BY SHAREHOLDERS ORGANISATION OF GENERAL MEETINGS

44 Convening general meetings

45.1Thedirectorsmaycall generalmeetings and,ontherequisitionofshareholderspursuant totheprovisionsoftheCompaniesAct2006,shallforthwithproceedtoconveneageneralmeetinginaccordancewith theCompanies Act2006.IftherearenotwithintheUnitedKingdomsufficientdirectors tocallageneralmeeting,anydirectorortheshareholdersrequisitioningthemeeting(oranyofthemrepresentingmore thanonehalfofthetotalvoting rightsofthemall)maycallageneralmeeting.Ifthecompanyhasonlyasingleshareholder,suchshareholdershallbeentitledatanytimetocallageneralmeeting.

46 Notice of general meetings

46.1

46.2

46.3

46.4

47

47.1

47.2

47.3

48

48.1

49

49.1

50

50.1

50.2

51.3

51.4

51

51.1

51.2

Generalmeetings (otherthananadjournedmeeting) shallbecalledbyatleastfourteenClearDays'noticebutageneralmeetingmaybecalledbyshorternoticeifitissoagreedbyamajorityinnumberoftheshareholdershavingarighttoattendandvote,beingamajoritytogetherholdingnotlessthanninety percent(90%)innominalvalueofthesharesatthemeeting, givingthatright.

Thenoticeshallspecifythetime,dateandplaceofthemeeting, thegeneralnatureofthebusiness tobetransactedandthetennsofanyresolutiontobeproposedatit.

Subjecttotheprovisionsofthesearticlesandtoanyrestrictionsimposedonanyshares,thenoticeshallbegiventoallshareholders,toallpersonsentitledtoashareinconsequenceofthedeathorbanknJptcyofashareholder(ifthecompanyhasbeennotifiedoftheirentitlement)andtothedirectors,alternatedirectorsandtheauditorsforthetimebeingofthecompany.

Theaccidentalomissiontogivenoticeofameetingto,or thenon-receiptofnoticeofameetingby,anypersonentitledtoreceivenoticeshallnotinvalidatetheproceedingsatthatmeeting.

Resolutions requiring special notice

IftheCompaniesAct2006requires specialnoticetobegivenofaresolution,thentheresolutionwillnotbeeffectiveunless noticeoftheintentiontoproposeithasbeengiventothecompanyatleasttwenty-eightClearDaysbeforethegeneralmeetingatwhichitistobeprqJosed.

Wherepracticable, thecompanymustgivetheshareholdersnoticeoftheresolutioninthesamemannerandatthesametimeasitgivesnoticeofthegeneralmeetingatwhichitistobeproposed.Wherethatisnotpracticable, thecompanymustgivetheshareholdersatleastfourteenClearDays'beforetherelevantgeneralmeetingbyadvertisementinanewspaperwithanappropriatecirculation.

If,afternoticetoproposesucharesolutionhasbeengiventothecompany,ameetingiscalledforadatetwenty-eightdaysorlessafterthenoticehasbeengiven,thenoticeshallbedeemedtohavebeenprqJerlygiven,eventhoughitwasnotgivenwithinthetimerequiredbyArticie47.1.

Quorum for general meetings

No business shall be transacted at any meeting unless a quorum is present. Subject to Section 318(2) of the Companies Act 2006, two qualifying persons (as defined in Section 318(3) of the Companies Act 2006) entitled to vote upon the business to be transacted shall be a quorum, provided that if the company has only a single shareholder, the quorum shall be one such qualifying person.

Expert:  Nicola-mod replied 2 years ago.
Hello,

It seems the professional has left this conversation. This happens occasionally, and it's usually because the professional thinks that someone else might be a better match for your question. I've been working hard to find a new professional to assist you with your question, but sometimes finding the right professional can take a little longer than expected.

I wonder whether you're OK with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.

Thank you!
Nicola
Customer: replied 2 years ago.

hi that's fine


 

Expert:  Nicola-mod replied 2 years ago.
Hello,

We will continue to look for a Professional to assist you.

Thank you for your patience,
Nicola
Expert:  Nicola-mod replied 2 years ago.
Hello,

I apologise as we have not yet been able to find a Professional to assist you. Do you wish for me to continue to search for someone to assist you or would you like for us to close your question at this time?

Thank you for your patience,
Nicola
Expert:  Nicola-mod replied 2 years ago.
Hello,

Please understand it is rare for us not to be able to find the right Professional to assist our customers. We can close this question and return your good faith deposit to the original funding source on request.

Please let me know how you wish to proceed and again I apologize for any inconvenience this may have caused.

I hope you will give JustAnswer a try again in the future,
Nicola

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